Corporate Governance 2017-03-21T18:33:47+00:00

CORPORATE GOVERNANCE

Our code of practice

CODE OF PRACTICE

The Directors and Management of ASPT are committed to excellence in corporate governance and application of best practice principles within its business.

We believe in a code of practice that reinforces values of financial responsibility, integrity, teamwork, honesty and the under-girding principle of prospering others wherever possible.

We pride ourselves on our commitment to excellence in all aspects of our operation, including in corporate governance.

SUMMARY OF THE FINANCE INDUSTRY GENERALLY

The finance industry raises and provides the necessary funds for commercial enterprises and businesses to undertake acquisitions and expansion projects.

There is a broad range of providers of finance, including banks, building societies, superannuation funds, second tier investment companies and individual investors (either in their personal capacity or as part of a larger syndicate of investors).  In addition, companies and businesses themselves often wholly or partly finance their expansion by investing their own funds.

The forms of finance provided to a business each have varying rights, liabilities, exposure to the risks and potential for profitability.  A project may be funded by any combination of the following forms of finance:

DEBT FINANCE

This comprises funds loaned to a business or commercial enterprise.  The loan is generally secured by a charge over the assets of the business or enterprise, often together with collateral security including guarantees from associated entities and directors or members.

This represents the lower risk component of total funding for a commercial funding project, as it has priority over the assets and proceeds of a particular

r loan.  The return on the funds loaned is an interest return, calculated as a percentage of funds loaned.  The return or interest rate for this form of finance investment is lower than other forms of finance, as it generally has the lowest risk profile of all forms of finance used in a business and commercial enterprise acquisition or expansion.  Convertible Notes are debt funding which converts to equity at the discretion of the Lender.

EQUITY FINANCE

Equity finance comprises funds employed in a business and commercial enterprise.  The equity finance usually receives a return directly based upon the profit or loss of the business and commercial enterprise project after all interest costs.  The providers of equity finance generally rank behind providers of debt finance and unsecured creditors of the business or commercial enterprise.

STRUCTURED FINANCE

This comprises of a mix between debt and equity finance.  The debt component comprises of funds loaned to a business or commercial enterprise.  The loan is generally secured by a charge over the assets of the business or enterprise, often together with collateral security including guarantees from entities associated with the business or commercial enterprise.

The equity component usually receives a return directly based upon the profit or loss of the business or commercial enterprise project after all interest costs.  The extent of each component depends on the size and timing of the loans and whether a component of the funding is syndicated. The security is commensurate to each component of funding.

SYNDICATED FINANCE

This comprises of either debt or equity funding or a mix of either.  The funding is provided by more than one financier but on an equal footing basis where possible.  Where this is not possible due to a financier’s priority, a deed of priority is negotiated between the financiers.

The security is commensurate to each component of funding.

ASPT’s LOANS

Debt Finance and Structured Finance are the only form of finance to be provided by ASPT.  ASPT focuses on tailored lending to meet the lending policy criteria and borrowers’ funding needs as opposed to potentially less flexible loans offered in the market occupied by mainstream lenders such as banks.

The objective is to lend funds to borrowers secured against suitable assets that are able to be readily sold on a firesale basis for at least the principal and interest owing on the loan and the costs of sale and recovery in the event of default.  Serviceability is only a consideration when interest paid in advance is not an option.

Since the global financial crisis, traditional lenders have tightened their lending criteria for small to medium enterprises in Australia and around the world.  As a result, commercial loans have been difficult to obtain through traditional channels and this has given rise to a market for alternative or non-bank funders to offer loans, often as the senior debt provider.

Although interest rates from traditional lenders are relatively low, our view is that the barriers associated with obtaining finance for borrowers in many sectors appear to have been increased and businesses are seeking funding from non-bank lenders at rates higher than those charged by the traditional lenders. ASPT operates in this underserviced market by sourcing loans and, where available, seeking to register first-ranking security interests, such as a first mortgage over real property or a charge over the assets of the borrower. However, ASPT may accept lower ranking securities in accordance with its lending policy.

CREDIT COMMITTEE

The members of the Credit Committee have over 54 years of combined experience in the finance industry.  They have held senior positions in banks as credit analysts, credit coaches, mortgage managers, credit recovery specialists, lending policy development, lending product development, and as risk management specialists.

The Credit Committee members have originated hundreds of millions of dollars’ worth of finance across most sectors of the economy, and have overseen the provision of sophisticated structured finance facilities to clients in many parts of the world.

CREDIT COMMITTEE MANDATE

The Credit Committee’s broad mandate is to lend to commercial borrowers (including related parties of ASPT) in accordance with ASPT’s lending guidelines, with a view to developing a loan book which provides ASPT’s depositors with a stable interest on their term deposits.

LENDING POLICY

ASPT will assess each application and approve or decline it according to ASPT’s lending policy. ASPT’s lending guidelines are designed to ensure that capital and interest are secured and that borrowers have an ability to pay the interest and exit the loan.

The ability of the borrower to repay principal and interest is the primary concern of ASPT when considering an application for a loan.  However, the borrower’s capacity to make regular interest payments is of secondary importance if the value of the security provided for the loan on a ‘fire-sale’ basis is greater than the principal lent and interest that will have accrued at the repayment date along with the costs of enforcement.  That is, if the borrower cannot show that it can make regular interest payments, then ASPT may agree to capitalise interest or allow the borrower to pay interest from the principal lent to it if the value of the security provided is sufficient.

LOAN PURPOSES

There are restrictions on the purposes for which ASPT may lend or the type of security it may accept for a loan.  ASPT will not lend to businesses which exploit labour, which create poverty, which are involved in the sex industry, which are involved in the supply of drugs, which are involved with terrorism, which are irresponsible environmental citizens, or which are immoral as interpreted under the Code of Conduct of ASPT

Purposes for which ASPT will loan for, and without limitation, include the retirement of debt, expansion of business, research and development, working capital, providing proof of funds, acquisitions, management buy outs, underwriting and trading in equities or foreign exchange, as long as ASPT has sufficient collateral to cover principal, interest, and recovery fees.

SECURITY

ASPT will only lend on a secured basis.  In the case of property-based loans, ASPT may register first or second mortgages over real property, receive personal guarantees, register interests over assets on the Personal Property Securities Register (where relevant) and ensure adequate property insurance is current.  In the case of business-based loans, ASPT will register interests over business assets and undertakings, and, if applicable, hold personal guarantees.  It may also require further collateral to enhance security.  Mortgages or charges will be registered with the relevant authority in the jurisdiction of the borrower if possible.

Assets that ASPT will lend against include mortgage trail books, financial planning trail books, real property, plant and equipment, business assets, financial instruments such as cash deposits, bonds, and bank guarantees, technology, intellectual property, resources, commodities, equities and, in specialised cases, goodwill of companies.

Sectors that ASPT will lend to include, without limitation, Technology, Financial Services, Resources, Manufacturing, Education, Child Care, Mining, Health and Fitness, Food and Beverage, Energy Infrastructure and Water Infrastructure.

There are no geographical restrictions on where the secured assets will be located.  ASPT will generally lend funds against Australian assets but has the ability to lend to overseas borrowers in politically stable countries against the security of assets located in those countries.

BORROWERS

Borrowers will typically be entities and individuals that cannot obtain debt finance from traditional lenders such as the major banks for varying reasons such as the borrower does not meet the bank’s lending criteria or the borrower requires short-term funding which the bank cannot lend in the timeframe it is required.  ASPT is not bound to provide potentially less flexible loans offered by traditional lenders, and can therefore focus on tailored lending that meets the lending policy criteria of ASPT and the borrower’s funding needs.

INTEREST

Borrowers will be charged interest of at a margin on ASPT’s cost of funds which will be sufficient to generate enough income for ASPT to cover all of its expenses, which include interest on its Term Deposits.

If interest is not pre-paid by the borrower, then interest will be calculated daily and paid monthly or quarterly to ASPT depending on the terms and conditions of each facility.  Certain loan facilities have the capacity for interest to be capitalised over a stipulated term.  Where loan facilities are capable of capitalising interest, ASPT will ensure sufficient value remains in the security so as not to breach the LVRs set out in the terms and conditions of the loan when principal, interest, and recovery fees are taken into account.

LENDING GUIDELINES

The Loans that comprise the Commercial Loan Portfolio will meet the following guidelines:

LVR
Up to 80% LVR for commercial business loans.
Up to 90% LVR on loans secured by real property.
Up to 100% for borrowers acquiring mortgage trail books with ASPT taking a fixed charge over the mortgage trail book assets of the borrower.
Term
From 3 months to 25 years.

Loan type
Interest only, lines of credit or term loans.

Commercially related and not regulated by the National Credit Code.

Location
Location of assets which ASPT will lend against is not restricted geographically.

Security
Refer to section on Security above

Maximum loan
US$100 million.

Maximum single borrower exposure
US$100 million.

Interest component
The objective is to have interest pre-paid on the majority of short term loans with terms of up to 6 months.  Medium and long term loans will remit interest monthly or quarterly to ASPT.

Interest Rates
ASPT will charge interest at a fixed rate and rates will be commensurate with the risks associated with each individual loan.

Valuations
All property-related securities will be valued by an independent, licensed valuer. The valuation is to be no more than 3 months old at the first loan advance.

Valuations of businesses or other assets will be undertaken by ASPT’s Credit Committee or by independent business valuers at the discretion of the Credit Committee

Revaluations of the security will be at the discretion of the Credit Committee and in general will not be required unless the Credit Committee deems the capital to be at risk due to falling valuation of security.

APPLICATION AND LOAN MANAGEMENT PROCESS

Source of loans
ASPT has inherited the contacts and international relationships of the Paladin Group of companies, and has a regular deal flow as a result of word-of-mouth referrals. ASPT also has access to its own worldwide broker networks which contribute to deal flow.

Most of ASPT’s applications will come from Australia, however ASPT will accept applications from any politically and economically stable country.

Application Process
In order to qualify for a loan, borrowers will be required to complete an application form and submit it to the Credit Committee with the relevant supporting documentation, including evidence of income, valuation of assets, and AML / CTF identification documents.  The Credit Committee will conduct credit checks on the applicant and then assess the application. If approved, ASPT will send a Letter of Offer to the borrower.  The borrower may negotiate or accept the conditions of the offer.  Once the Credit Committee has received the acceptance notification from the borrower, it will hand over the settlement processing to its attorneys.  The attorneys will draw up loan agreements and security documentation and arrange for all parties to execute.  Once all conditions precedent are met, the attorneys will arrange for settlement.  Once loans are settled the Credit Committee will monitor them at monthly meetings and if there are delinquencies the Credit Committee will monitor them weekly.

ARREARS AND DEFAULT MANAGEMENT

Arrears and defaults are managed by the Credit Committee.

The loan files of every loan are inspected and updated every month by the Credit Committee.  If there are any arrears or delinquencies, the Credit Committee will contact the borrower and demand payment within 14 days from the date the arrear or delinquency arose.  If the arrears are not rectified within 14 days after the Credit Committee has made the payment demand, the Credit Committee will register a default under the loan agreement and hand them over to ASPT’s attorneys for collection.

Should the borrower not make the payments as they fall due, or there is some other default by the borrower under the mortgage or loan agreement, ASPT may: take possession of the security property; receive the rents and other income of the security property; sell the security property as mortgagee exercising power of sale and recover all moneys owing under the mortgage and all expenses incurred in selling the security property; sue the mortgagor and the borrower (if they are different) for all money owing under the mortgage; sue the guarantors (if any) for all money owing under the mortgage pay any rates, taxes or other expenses owing in relation to the security property; and keep the security property insured and maintained.

Documentation

Documentation and loan file management is handled by ASPT’s attorneys in the jurisdiction that the loan is being advanced in, and the jurisdiction in which the securities are physically located.  The Credit Committee works closely with ASPT’s attorneys to follow a specific sequence of documentation which satisfies the unregulated lending procedures of ASPT.

TWO TIER MODEL

ASPT has adopted a lending model that consists of two tiers:

The primary investment focus of ASPT will be to provide funding to related parties that acquire and expand commercial enterprises or businesses.  In this case, the applications will be treated on an arm’s length commercial basis and on the same terms as if they were unrelated entities.
The secondary investment focus of ASPT will be to provide funding to non-associated companies and entities that are commercial enterprises or businesses which qualify under ASPT’s lending policy.  Such loans will be made in accordance with ASPT’s lending guidelines.

ASPT predominantly targets income return rather than capital growth, but is able to target capital growth once income requirements are satisfied.